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Mergers & Acquisitions
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March 08, 2024
Confirmation Of GOP Members Restores FTC To Full Strength
The U.S. Senate unanimously confirmed two Republican members to the Federal Trade Commission, balancing out what had been an all-Democratic agency for nearly a year and restoring its full quintet for the first time in almost a year and a half.
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March 08, 2024
Colo. Judge Sends Pot Co. Receivership Dispute To Arbitration
A member of a struggling cannabis cultivation and dispensary business alleging mismanagement by other owners must take its receivership battle to arbitration, after a Colorado state judge found that the company's operating agreement requires it.
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March 08, 2024
BakerHostetler Hires Tax Partner From Moses & Singer
BakerHostetler has added a partner from Moses & Singer LLP to its tax practice group and private wealth planning team.
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March 08, 2024
Longtime Cannabis Atty From Bressler Joins Fox Rothschild
Fox Rothschild LLP announced that an experienced cannabis and financial services attorney who spent nearly two decades with Bressler Amery & Ross PC has moved to the firm's litigation practice as a partner in Morristown, New Jersey.
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March 08, 2024
Activist Battle Tips, 'Hair-Raising' Red Flags Detailed At Tulane
Companies attending Tulane University Law School's annual Corporate Law Institute conference got distinctive insights into how they can responsibly fend off activist investor attacks, heard diverging views about activists' motivations, and were warned about potential red flags in board members' pasts.
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March 08, 2024
Founder Of France's Believe Touts 1st Bid Over Rival Offer
A consortium of investors looking to take over French digital music company Believe SA on Friday acknowledged a competing offer lobbed by entertainment conglomerate Warner Music Group while reiterating that it believes its own bid is "best positioned" to help the music company thrive.
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March 08, 2024
Slaughter And May Guides PE Firm's £432M Wealth Firm Buy
Pollen Street Capital said Friday that its subsidiary has agreed to fully buy out Mattioli Woods, a wealth management company, for approximately £432 million ($556 million), as the U.K. private equity investor looks to capture a slice of the lucrative sector.
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March 08, 2024
Taxation With Representation: Fried Frank, Latham
In this week's Taxation with Representation, Viavi acquires Spirent, Cadence Design Systems purchases Beta Cae Systems International, and United Rentals buys Yak.
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March 08, 2024
Linklaters Guides Mondi's £5.1B Deal For DS Smith
Mondi PLC said it plans to swallow up British rival DS Smith for £5.1 billion ($6.6 billion) in an all-share deal to create a Europe-wide sustainable packaging giant.
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March 08, 2024
Tech Retailer Gets Nod To Sell Greek, Cyprus Biz For €200M
Currys said on Friday that it has gained regulatory approval for the €200 million ($219 million) sale of its retail businesses in Greece and Cyprus as the U.K. electronics giant seeks to streamline its business.
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March 07, 2024
House Panel Advances Bills To Ban TikTok, Block Data Sales
The House Commerce Committee on Thursday unanimously approved a pair of bills targeting national security concerns related to foreign adversaries' access to personal information about Americans, including a measure that would effectively ban TikTok from the U.S. unless it's cut from its Chinese parent company.
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March 07, 2024
Judges Say Facing Threats And Vitriol Now Part Of The Job
Federal judges spoke Thursday about the challenges of the profession in the 21st century, describing how they've either received threats or know of warnings against colleagues, with one jurist saying she received 11 death threats during her first three months on the bench.
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March 07, 2024
Del.'s Corp. Law Dominance A Hot Topic At Tulane Conference
Whether Delaware will continue to be where many companies choose to incorporate and its courts will remain the go-to venue for deciding high-stakes business disputes was a hot topic of conversation as Tulane Law School commenced its annual Corporate Law Institute on Thursday.
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March 07, 2024
Kroger, Albertsons Want Shoppers' Suit To Await FTC Case
Kroger and Albertsons told a California federal judge Thursday that the Federal Trade Commission's challenge to their $24.6 billion merger should take precedence over a private lawsuit they want paused while the FTC case plays out in Oregon federal court.
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March 07, 2024
Chancery Clears Way For March 22 Trump Media SPAC Vote
Efforts to take former President Donald Trump's Truth Social media platform public have continued moving ahead after Delaware's Court of Chancery rejected a full preliminary injunction sought by a former executive of the blank-check company involved before a key vote on the take-public merger.
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March 07, 2024
Harpoon Shareholder Sues For Records On $680M Merck Buy
A shareholder of Harpoon Therapeutics Inc. sued in Delaware's Court of Chancery Thursday for corporate documents related to the company's proposed $680 million cash buyout by Merck, saying the proposed deal appears to unfairly "lock in a windfall for select Harpoon investors."
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March 07, 2024
FTC Slams 'Unprecedented' 7-Eleven Defense In Agency Suit
The Federal Trade Commission is calling 7-Eleven's theory that only the U.S. Department of Justice can seek civil penalties for violating commission orders "unprecedented," asking a D.C. federal judge to deny the company's motion to dismiss the commission's suit for allegedly violating a 2018 consent order.
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March 07, 2024
Renesas Sued In Chancery Over $315M Merger Payments
A representative for shareholders of an Israel-based software company have hit Renesas Electronics Corp. with a contract suit in Delaware Chancery Court accusing the Japanese semiconductor maker of failing to pay "earnout" milestones after it merged with the software company in December 2021.
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March 07, 2024
Cano Health's Ch. 11 Financing Approved Consensually
Primary care group Cano Health Inc. told a Delaware bankruptcy judge Thursday that productive talks with a recently appointed creditors' committee had enabled it to submit a consensual order to gain final approval for its $150 million Chapter 11 loan.
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March 07, 2024
Towers Watson Insurers Off Hook For $90M Merger Coverage
Towers Watson's insurers do not need to cover settlements totaling $90 million in two shareholder suits stemming from the company's merger with Willis, a Virginia federal judge ruled, saying the transaction was barred by a so-called bump-up exclusion.
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March 07, 2024
Deals Rumor Mill: Reddit, Cisco, LeBron James-PGA Tour
Reddit's IPO could fetch a $6.5 billion valuation, European antitrust regulators are likely to approve Cisco's $28 billion acquisition of cybersecurity firm Plunk, and LeBron James is among parties interested in investing up to $3 billion combined to support the PGA Tour. Here, Law360 breaks down these and other notable deal rumors from the past week.
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March 07, 2024
An M&A Rebound? Nowhere In Sight, Tulane Panelists Say
High interest rates, regulatory heat and the low availability of debt continue to delay both megadeals and the broader mergers and acquisitions rebound that deal-makers had been hoping for, attendees heard Thursday at the annual Corporate Law Institute conference at Tulane University Law School.
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March 07, 2024
Spain's Iberdrola Lobs $2.5B Bid For Rest Of Avangrid
Spanish renewable energy company Iberdrola SA has proposed to take its portfolio company, sustainable energy company Avangrid, private by purchasing the remaining issued and outstanding shares it does not already own in a $2.48 billion deal, according to Thursday statements from the parties.
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March 07, 2024
Feds Want 3 Years For Trader Who Spied BigLaw Ex's Binder
Prosecutors asked a Manhattan federal court for a prison sentence of up to three years for a man who orchestrated an insider trading scheme after gleaning information about a yet-to-be-announced merger from his girlfriend, a Covington & Burling associate, calling it a brazen crime that the defendant lied about when confronted.
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March 07, 2024
Activist Caligan Sets Sights On Anika Therapeutics Again
New York-based activist investor Caligan Partners LP disclosed a nearly 10% stake in Anika Therapeutics and nominated two director candidates, a move that comes a year after the hedge fund urged the biotech company to consider "urgent changes" to its operations and structure.
Expert Analysis
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Georgia-Pacific Ruling Furthers Texas Two-Step Challenges
With its recent ruling in the case of Bestwall, barring asbestos injury litigation against nondebtor Georgia-Pacific, the Fourth Circuit joins a growing body of courts addressing the Texas Two-Step's legality, fueled by concerns over the proper use of bankruptcy as a tool for addressing such claims, says George Singer at Holland & Hart.
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Takeaways From DOJ's New Approach To Bank Mergers
The U.S. Department of Justice's recently announced updates to its bank merger oversight framework will add to the current unpredictability in the regulatory review process for parties considering a merger, particularly with respect to the specific theories of competitive harm that the DOJ may ultimately focus on, say attorneys at Simpson Thacher.
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Legal Profession Must Do More For Lawyers With Disabilities
At the start of Disability Pride month, Rosalyn Richter at Arnold & Porter looks at why lawyers with disabilities are significantly underrepresented in private practice, asserting that law firms and other employers must do more to conquer the implicit bias that deters attorneys from seeking accommodations.
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Opinion
Appellate Funding Disclosure: No Mandate Is Right Choice
The Advisory Committee on Appellate Rules' recent decision, forgoing a mandatory disclosure rule for litigation funding in federal appeals, is prudent, as third-party funding is only involved in a minuscule number of federal cases, and courts have ample authority to obtain funding information if necessary, says Stewart Ackerly at Statera Capital.
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Global M&A Outlook: Slow But Moving Along
Global merger and acquisition markets had a tough start to the year, with inflation, rising interest rates and the Ukraine conflict knocking sentiment, but in the macroeconomic, deal makers have continued to unearth pockets of activity to keep deal volumes ticking over, say lawyers at White & Case.
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How NY Law Affects Scrutiny Of Health Care PE Transactions
A recently passed New York law will strengthen pretransanction notification requirements for health care entities — particularly those backed by private equity — but contains several ambiguities that will hopefully be clarified before the law takes effect in August, say attorneys at Norton Rose.
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What To Know About FTC's Merger Filing Proposal
Attorneys at Simpson Thacher dissect the Federal Trade Commission's recent proposal to overhaul the premerger notification process — discussing the proposal's requirements, comparing peer jurisdictions' premerger regimes, and reviewing the implementation process for a final rule change.
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PGA, LIV Tie-Up Might Foreshadow Future Of Women's Soccer
The pending merger between PGA Tour and LIV Golf is entirely consistent with the history of American professional sports leagues that faced upstart competitors, and is a warning about the forthcoming competition between the National Women's Soccer League and the USL Super League, says Christopher Deubert at Constangy Brooks.
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How Attys Can Avoid Exposing Their Firms To Cyberattacks
Attorneys are the weakest link in their firms' cyberdefenses because hackers often exploit the gap between individuals’ work and personal cybersecurity habits, but there are some steps lawyers can take to reduce the risks they create for their employers, say Mark Hurley and Carmine Cicalese at Digital Privacy & Protection.
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4th Circ. Ruling Continues Trend Of Insurer Bump-Up Wins
The Fourth Circuit's recent decision in Towers Watson v. National Union Fire Insurance, finding no directors and officers insurance coverage for underpayment in a reverse triangular merger, supports an emerging consensus that "acquisition" encompasses a variety of transaction types for the purposes of D&O bump-up exclusions, say Joshua Polster and Charlotte McCary at Simpson Thacher.
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Foreign Investment In Real Estate Is Getting More Complicated
Increasing federal scrutiny and a proliferation of new state laws targeting foreign investment in real estate may complicate or prevent transactions even by U.S. companies or funds that have shareholders or limited partners from China and other countries of concern, say attorneys at Akin.
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Virginia 'Rocket Docket' Slowdown Is Likely A Blip
After being the fastest or second-fastest federal civil trial court for 14 straight years, the Eastern District of Virginia has slid to 18th place, but the rocket docket’s statistical tumble doesn't mean the district no longer maintains a speedy civil docket, says Robert Tata at Hunton.
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Chancery Reaffirms Very High Bar For Board Liability On Deal
The Delaware Court of Chancery's recent decision in a Block shareholder's suit over the purchase of Tidal serves as a reminder that an independent and disinterested board will not have liability unless it did not act in good faith — even when the court strongly criticizes flawed processes and the business decision, say attorneys at Fried Frank.
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Broadcast Deal Parties, Beware In-House FCC Hearings
Potential buyers and sellers in the telecom space should take note of the recent collapse of Standard General's attempted takeover of Tegna, which could not find its way out of a procedural maze created by the Federal Communications Commission's administrative law judge review, says Dennis Corbett at Telecommunications Law Professionals.
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FTC's Amgen-Horizon Protest Raises Conglomerate Concerns
The Federal Trade Commission's challenge to Amgen Inc.'s proposed $28 billion acquisition of Horizon Therapeutics is the agency's first move in four decades based on a conglomerate theory of competitive harm, and might pose new antitrust risks for transactions beyond the pharmaceutical sector, say attorneys at WilmerHale.